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AMENDMENT NO. 2 TO
RIGHTS AGREEMENT OF
SEEQ TECHNOLOGY INCORPORATED
Amendment No. 2, dated as of February 22, 1999 (the "Amendment"), to the
Rights Agreement, dated as of April 21, 1995, as amended as of August 13, 1997
(as so amended, the "Agreement"), between SEEQ Technology Incorporated, a
Delaware corporation (the "Company"), and American Stock Transfer Company (the
"Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent entered into the Agreement; and
WHEREAS, on February 21, 1999, the Board of Directors of the Company, upon
approval of the Continuing Directors (as defined in the Agreement) in accordance
with Section 27 of the Agreement, determined it desirable and in the best
interest of the Company and its stockholders to amend certain provisions of the
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Amendment to Section 1(a). The definition of "Acquiring Person"
in Section 1(a) of the Agreement is amended by deleting the parenthetical "(upon
approval by a majority of the Continuing Directors (as such term is hereinafter
defined))" in the last sentence of that Section.
Section 2. Amendment to Section 1(c)(ii)(A)(2). Section 1(c)(ii)(A)(2)of
the Agreement is amended by deleting the words "upon the affirmative vote of a
majority of the Continuing Directors," in the last sentence of that Section.
Section 3. Amendment to Section 1(i). Section 1(i) of the Agreement is
amended to delete the current text thereof and to insert in lieu thereof the
words "intentionally omitted".
Section 4. Amendment to Sections 3(a), 11(a), 11(b), 11(c), 11(d), 13(d),
14(a), 24(a), 24(d), 27, 31. Each of Sections 3(a), 11(a), 11(b), 11(c), 11(d),
13(d), 14(a), 24(a), 24(d), 27 and 31 of the Agreement is amended to delete the
words "upon approval by a majority of the Continuing Directors," (and, where
such words appear in parentheses, the parentheses surrounding such words) each
and every time those words appears in each of those Sections.
Section 5. Amendment to Section 23(a). Section 23(a) of the Agreement is
amended to read in its entirety as follows: "The Board of Directors may, at any
time prior to the Shares Acquisition Date, redeem all but not less than all the
then outstanding Rights at a redemption price of $.01 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (the redemption price being
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hereinafter referred to as the "Redemption Price"), and the Company may, at its
option, pay the Redemption Price either in cash, Common Shares (based on the
current per share market price thereof (as determined pursuant to Section 11(d)
hereof) at the time of redemption), or any other form of consideration deemed
appropriate by the Board of Directors. The redemption of the Rights by the Board
of Directors may be made effective at such time on such basis and with such
conditions as the Board of Directors in its sole discretion may establish."
Section 6. Amendment to Section 29. Section 29 of the Agreement is amended
to (I) delete the phrases "(and, where specifically provided for herein, only
upon approval by a majority of the Continuing Directors)" and "(or, where
specifically provided for herein, only upon approval by a majority of the
Continuing Directors)"each time those parentheticals appear in such Section, and
(ii) delete the words "or the Continuing Directors" from clause (y) in the last
sentence of such Section.
Section 7. Addition of New Section 35. The Agreement is amended by adding a
new Section 35 thereof which shall read as follows:
"Section 35. Exception For Merger Agreement. Notwithstanding any provision
of this Agreement to the contrary, neither a Distribution Date nor a Shares
Acquisition Date shall be deemed to have occurred, neither Parent or Merger Sub
(each as defined in the Agreement and Plan of Reorganization and Merger, dated
as of February 21, 1999 among LSI Logic Corporation , Stealth Acquisition
Corporation and the Company (the "Merger Agreement")) nor any of their
affiliates shall be deemed to have become an Acquiring Person, and no holder of
any Rights shall be entitled to exercise such Rights under, or be entitled to
any rights pursuant to, any of Sections 3(a), 7(a), 11(a) or 13 of this
Agreement, in any such case solely by reason of (a) the approval, execution or
delivery of any of the Merger Agreement, the Company Voting Agreements (as
defined in the Merger Agreement), the Company Option Agreement (as defined in
the Merger Agreement) or any amendments to any thereof approved in advance by
the Board of Directors of the Company or (b) the commencement or, prior to
termination of the Merger Agreement, the consummation of any the transactions
contemplated by the Merger Agreement in accordance with the provisions of the
Merger Agreement, including the Merger (as defined in the Merger Agreement)."
Section 8. Amendment of Summary of Rights. The Summary of Rights attached
as Exhibit C to the Agreement is amended to (i) delete the words "upon the
approval of a majority of the Continuing Directors," wherever such words appear
in the Summary of Rights, and (ii) delete the words "Continuing Directors"
wherever such words continue to appear in the Summary of Rights after the
deletion of the phrase identified in (i) of this Section 8 and replace such
words with the words "Board of Directors."
Section 9. Agreement as Amended. The term "Agreement" as used in the
Agreement shall be deemed to refer to the Agreement as amended hereby. This
Amendment shall be effective as of the date hereof and, except as set forth
herein, the Agreement shall remain in full force and effect and be otherwise
unaffected hereby.
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Section 10. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: SEEQ TECHNOLOGY INCORPORATED
By:___________________________ By:__________________________
Name: Name:
Title: Title:
Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY
By:___________________________ By:__________________________
Name: Name:
Title: Title:
